Result of Placing and Total Voting Rights

RNS Number : 9190F

Inspecs Group PLC

19 November 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN INSPECS GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF INSPECS GROUP PLC.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014

For immediate release

19 November 2020

Inspecs Group plc

("Inspecs", the "Company" or the "Group")

Result of Placing and Total Voting Rights

Inspecs Group plc, a leading designer, manufacturer and distributor of eyewear frames, is pleased to announce the successful completion of the proposed placing announced today (the "Placing") (the "Placing Announcement") in connection with Inspecs' conditional agreement to acquire the entire equity interest of Eschenbach Holding GmbH ("Eschenbach") (the "Acquisition"). The Placing is conditional upon, inter alia, the approval of certain resolutions (the "Resolutions") at the General Meeting, which will be convened for 7 December 2020.

A total of 30,476,191 Placing Shares have been conditionally placed by Peel Hunt LLP ("Peel Hunt") with new and existing investors at a price of 210 pence per share (the "Placing Price"), representing a nil discount to the mid-market closing price on 18 November 2020. The Placing will raise gross proceeds of approximately £64 million.

The Placing Shares will represent approximately 30.09% of the enlarged issued share capital of the Company immediately following Admission.

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of certain conditions to completion of the Acquisition, it is expected that admission to AIM ("Admission") will become effective and that dealings on AIM will commence in the Placing Shares at 8.00 a.m. on 8 December 2020.

Robin Totterman, Inspecs CEO, commented:

"We are pleased to have completed this placing and are grateful for the strong support shown by both our existing shareholders and our new institutional investors, whom we welcome on to the register. The participation and contribution from the Board also demonstrates our strong belief in the strategy and prospects for the Group. We embarked on this fundraise from a position of strength, thanks to the Group's strong balance sheet and positive trading momentum during the second half of the year against a challenging external environment. The proceeds of this placing will enable us to build on that momentum by part funding the acquisition of Eschenbach, Germany's no.1 eyewear company, which represents a significant and compelling opportunity for Inspecs to expand our presence internationally in key global markets and to build on our platform for future growth."

Total Voting Rights

In accordance with Rule 5.6.1 of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the total number of Ordinary Shares in issue following Admission will be 101,290,898. There are no shares held in treasury.

Therefore, the total number of voting rights in Inspecs is 101,290,898. With effect from Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules. 

The Placing is conditional upon, inter alia, the approval of the Resolutions at the General Meeting and Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and Peel Hunt (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms.

Related party transactions

As set out below, all the Directors or their associates (as defined under the AIM Rules) have agreed to subscribe for a total of 709,518 Placing Shares in the Placing. The Directors and their associates (acting together) will be treated as a "related party" and their participation in the Placing as a "related party transaction" for the purposes of Rule 13 of the AIM Rules.

Canaccord Genuity Group Inc. ("Canaccord Genuity") is a substantial shareholder in the Company (as defined under the AIM Rules) and has agreed to subscribe for a total of 4,558,723 Placing Shares in the Placing. Canaccord Genuity will therefore also be treated as a "related party" and its participation in the Placing as a "related party transaction" for the purposes of Rule 13 of the AIM Rules.

In lieu of any independent directors' recommendation in relation to i) the Directors' and their associates', and ii) Canaccord Genuity's participation in the Placing, in order to provide a statement as to what is fair and reasonable, Peel Hunt, in its capacity as Nominated Adviser to the Company for the purposes of the AIM Rules, considers that the participation in the Placing by i) the Directors and their associates and ii) Canaccord Genuity is fair and reasonable insofar as the shareholders of the Company are concerned.

The individual subscriptions for the Directors and their associates is set out below:

Director or their associate	Number of Placing Shares acquired
Julia Totterman (associate of Robin Totterman)	476,190
Christopher Kay	71,428
Catherine Kay (associate of Christopher Kay)	59,523
Christopher Hancock	4,761
Kathleen Hancock (associate of Christopher Hancock)	4,761
The Lord MacLaurin of Knebworth	47,619
Lady Paula MacLaurin (associate of The Lord MacLaurin of Knebworth)	23,809
Angela Farrugia	11,904
Richard Peck	9,523
Total	709,518

Following Admission, the holdings of each of the Directors (including their associates) will be as follows:

Director (including holdings by associates)	Existing shareholding (Number of Ordinary Shares)	Number of Placing Shares acquired	Shareholding on Admission (Number of Ordinary Shares)	Shareholding on Admission (%)
Robin Totterman	18,904,858	476,190	19,381,048	19.13
Christopher Kay	2,060,475	130,951	2,191,426	2.16
Christopher Hancock	6,918	9,522	16,440	0.02
The Lord MacLaurin of Knebworth	6,918	71,428	78,346	0.08
Angela Farrugia	0	11,904	11,904	0.01
Richard Peck	0	9,523	9,523	0.01
Total	20,979,169	709,518	21,688,687	21.4

Unless otherwise stated, capitalised terms used in this announcement will have the meaning set out in the Placing Announcement published earlier today.

For further information please contact:

Inspecs Group plc Robin Totterman (CEO) Chris Kay (CFO)	via FTI Consulting Tel: [phone]
Peel Hunt (Nominated Adviser, Sole Broker and Sole Bookrunner) Adrian Trimmings, Andrew Clark, Will Bell (Investment Banking) Jock Maxwell Macdonald, Sohail Akbar (ECM)	Tel: [phone]
FTI Consulting (Financial PR) Alex Beagley James Styles Fern Duncan Alice Newlyn	Tel: [phone]

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.

 

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